The directors present the strategic report for the period ended 30 April 2025.

The company was incorporated on 5 September 2024.

On 11 October 2024, the Company acquired 100% of the issued share capital of TLC Care Group (UK) Limited and its subsidiaries. The acquisition represents a key strategic development for the Group, expanding its operations in development and operation of specialist care homes and strengthening its market position.

Since the date of acquisition, TLC Care Group Limited and its subsidiaries has contributed £28,455,233 in revenue and £4,083,208 of loss to the Group’s results for the year ended 30 April 2025.

The group continues to build upon its brand identity. We have developed 'brand standards' for our care homes to strengthen our identity in this market sector so that residents, relatives and health care purchasers can readily identify a TLC Group care home. We have produced a series of leaflets regarding different aspects of care and we continue to update our website as a source of information about the group.

During the year ended 30 April 2025, the group had nine care homes in operation.

The principal risks and uncertainties facing the company relate to adverse regulatory requirements by the Care Quality Commission. However, the company ensures that its care homes are run to a very high standard.

Another risk facing the industry as a whole is the use of agency staff to meet employment demands. The company aims to minimise the reliance placed on agency staff by ensuring the care home has sufficient staff available.

The directors continually review risks and uncertainties throughout the period and believe that they have the management and systems in place to deal with changing situations.

Financial risk management

The company uses various financial instruments that include cash, trade debtors and creditors that arise from its operations. The company is exposed to a number of financial risks, which are described in more detail below.

Interest rate risk

The directors monitor the banking facilities and interest rates on a regular basis to make sure that the company is not exposed to material levels of interest rate risk.

Liquidity risk

The directors closely manage financial risk by ensuring sufficient liquidity is available to meet forseeable needs by monitoring the working capital requirements.

Credit risk

The group’s principal financial assets are cash and bank balances and trade and other receivables. The group’s credit risk is attributable to its trade receivables. The amounts presented in the statement of financial position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

The group made a pre-tax loss of £3,259,551, on a turnover of £28,455,233.

At 30 April 2025, the group had net assets of £142,419,719.

In the opinion of the directors the Key Performance Indicators of the group include gross profit margin and occupancy levels of the care homes, which are closely monitored by the directors. The gross profit margin of the group for the year was 18% and the occupancy levels have remained in line with the directors' expectations, in the current climate.

The Directors of the Group, as those of all UK companies, must act in accordance with a set of general duties.

These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

(a) The likely consequences of any decision in the long term

The Group continues to operate in the care sector, running its care homes to a high standard. The director understands the business and the evolving environment in which the group operates, including the challenges of operating in a regulated sector.

(b) The interest of the group's employees

The directors recognise that the success of the business depends on attracting, retaining and motivating high quality employees. The directors take into account the implications of decisions which may affect their perception as a responsible employer, on determining remuneration and benefits, and on providing a healthy and safe workplace environment, where relevant.

TLC Care Group (UK) is an accredited ‘Investors in People’ double platinum organisation, by the prestigious and internationally recognised Investors in People accreditation group. Platinum is the highest accreditation possible and TLC Care were accredited platinum for Investors in People. To receive this award, companies must prove that they invest in employees at all levels of the business and enshrine the company’s values in every aspect of its work.

TLC Care was the first workplace in any industry to achieve The Wellbeing Award accreditation and was awarded the highest accreditation of platinum. The Wellbeing Award identifies organisations that are high performing across their practice which includes actively improving people’s health and wellbeing, and encouraging a positive workplace culture.

(c) The need to foster the group's business relationships with suppliers, customers and others

The directors seek to promote strong mutually beneficial relationships with suppliers, residents, the regulators and local authorities. Such general principles are critical in the delivery of the group's strategy.

Management regularly engage with stakeholders to ensure there is a constant flow of information both ways to fully understand their needs and maintain strong relationships.

(d) The impact of the groups operations on the community and environment

The group is committed to understanding the interests of these stakeholder groups. The directors receive information on these topics on a periodic basis to provide relevant information for specific board decisions.

(e) The desirability of the group maintaining a reputation for high standards of business

The directors recognise the importance of acting in ways which promote high standards of business conduct. The board periodically reviews and approves clear operating frameworks and management holds regular meetings to ensure that the group's high standards are maintained both within the business and via the business relationships the group has with stakeholders. Given the size of the group, this is proportional and easy to implement, but the framework is established to cement this in the group's culture and practices. The company also engages third parties to ensure that the care homes are operating to a high standard and regulations are being met.

(f) The need to act fairly as between shareholders of the group

We are an independent group. The directors aim to act fairly between the group's members when delivering the group's strategy and consult its minority members as appropriate.

The Directors has always taken decisions in the long term interest of the Group. The strategy takes into account economic and political conditions, whilst incorporating the family values of the organisation. Our business model has delivered value as demonstrated by the growth of the Group.

On behalf of the board

The directors present their annual report and financial statements for the period ended 30 April 2025.

The company was incorporated on 5 September 2024.

During the year, the company became the parent company of TLC Care Group Limited and its subsidiaries following its acquisition on 11 October 2024.

The principal activity of the group is that of development and operation of specialist care homes.

The principle activity of this company is that of a holding company.

The results for the period are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of team members becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Within the bounds of commercial confidentiality, information is disseminated to all team members about matters that affect the progress of the group and are of interest and concern to them as employees.

Employees

Employees of the care homes are committed to treating and caring for residents and the group's policy is to encourage team member involvement by way of in-house training and development, newsletters and regular Manager and Team Member Meetings.

The directors would like to thank the team members for the excellent work that they do in caring for the residents. Above all else, we are committed to providing high quality care and this relies absolutely on the dedication and compassion of our team members.

Training

The commitment to training continues and its impact on the care delivered is visible. During their employment, training and career development is made available to all team members.

The group places a very strong emphasis on our commitment to education and training. During the year we have communicated this to our team members via a number of different ways including literature, training sessions and appraisals.

Refer to part (c) of the Section 172 statement in the Stratergic Report of these financial statements for details of how the company fosters relationships with suppliers, customers and others.

The group intends to solely construct and operate care homes going forward.

KLSA were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

As per the requirements of the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 which came into force on 1 April 2019, the company is required to present the carbon footprint of its operations and measures introduced to improve efficiency.

The group’s energy and carbon data for 2025 is based on the verified 2024 Energy and Carbon Report. The updated report for 2025 was not available at the date of approval of these financial statements. The directors consider this to be the most reliable information available and consistent with prior-year reporting under SECR.

TLC Care Group (UK) Limited have chosen to report on the following key items within their boundary:

Scope1:

• Emissions from combustion of gas used at care homes.

Scope 2:

• Emissions from purchased electricity at offices and care homes (location-based).

Scope 3:

• Emissions from generation of electricity that is consumed in a transmission and distribution system for which the company does not own or control.

• Emissions from employee business travel for which the company does not own or control.

The figures have been calculated using Defra (2019) Conversion Factors in line with the Environmental reporting Guidelines (2019).

The intensity ration chosen for our Streamlined Energy and Carbon Reporting is kWh per m2. The non- Domestic EPC register was used to obtain care home facility m2.

Care homes intensity: 213.430 kWh per m2.

As a group, we have invested in a range of energy-efficient solutions, including the installation of LED lighting with motion sensors in back house and storage areas across our care homes, helping to reduce electricity consumption and Scope 2 emissions. In the year ending April 2025, we also invested in new energy-efficient boilers.

To ensure optimal performance, the group has in place maintenance and servicing contracts for all mechanical and electrical systems, with regular inspections and planned maintenance carried out throughout the year. Team members are encouraged to use laptops rather than desktop computers to reduce energy consumption, and all office equipment is Energy Star certified, enabling lower energy use and automatic power-saving modes when not in operation.

In year all of our care homes and support office energy ratings has now changed to B.

In addition, electric vehicle charging points are available for team member use, supporting the transition to lower-emission transport and reinforcing TLC’s commitment to energy efficiency and sustainability.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of business relationships.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of TLC Care Group (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2025 and of the group's loss for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group's ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

To identify risks of material misstatement due to any irregularities, including fraud and non-compliance with laws and regulations, we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we enquired of management the systems and controls the group and company has in place, the areas of the financial statements that are more susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud;

• we identified the laws and regulations applicable to the group and company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the operations of the group and company, financial statements including the Companies Act 2006, taxation legislation and data protection, employment, health and safety legislation and Care Quality Commission (Registration) Regulations 2009; and

• using our knowledge of the group, together with the discussions held with the management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to the risk assessment.

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

• reviewed the financial statements disclosures and determining whether accounting policies have been appropriately applied.

• testing revenue, in particular cut-off, for evidence of management bias.

• obtaining third-party confirmation of material bank balances.

• documenting and verifying all significant related party balances and transactions.

• assessing the extent of compliance, or lack off, with the relevant laws and regulations.

• testing all material consolidation adjustments.

To address the risk of non-compliance with laws and regulations, we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation (including payroll taxes) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items.

Secondly, the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of license to operate. We identified the following areas as those most likely to have such an effect: Care Quality Commission’s Inspections and healthcare and safety legislation regulations. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards; for instance, any non-compliance with laws and regulations and fraud which is far removed from transactions reflected in the financial statements would diminish the likelihood of detection. Furthermore, the risk of not detecting a material misstatement due to fraud is greater than the risk of not detecting one resulting from error.

Fraud may involve deliberate concealment by, for example, forgery or intentional omissions, misrepresentation, or through an act of collusion that would mitigate internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £9,999,700.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

TLC Care Group (UK) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 36 Railway Approach, Station Road, Harrow, Middlesex, HA3 5AA.

The group consists of TLC Care Group (UK) Limited and all of its subsidiaries.

The company was incorporated on 5 September 2025 and presents its first set of financial statements for the 8 month period ended 30 April 2025. The company and group do not have a comparative period as this is its first period.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries is accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company TLC Care Group (UK) Limited and all of its subsidiaries (i.e entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

In accordance with their responsibilities, the directors have considered the appropriateness of the going concern basis for the preparation of the financial statements. For this basis they have reviewed the financial and cash flow projections for the next 12 months from the date of the approval of the financial statements.

On the basis of this, the directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. These financial statements are prepared on the going concern basis.

Turnover represents fees receivable during the period in respect of care services provided.

Turnover is recognised when the group's contractual obligation is fulfilled, that is typically when the resident has received care service from the group.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land is not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with

banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The group operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

Cooperscroft Care Home Limited operates a defined benefit scheme. The regular cost of providing retirement pensions and related benefits is charged to the profit and loss account in respect of some of its employees' service lives on the basis of a constant percentage of earnings. Any difference between the charge to the profit and loss account and the contributions paid to the scheme is shown as an asset or liability in the balance sheet.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instruments.

Comparatives

The company and group do not have a comparative period as this is its first period.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The group reviews their portfolio of trade debtors on an annual basis. In determining whether trade debtors are impaired, the management makes judgment as to whether there is any evidence indicating that there is a measurable decrease in the estimated future cash flows expected.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Freehold properties are carried at fair value based on valuations performed by external independent valuers or the directors. Fair value is ascertained through review of a number of factors and information flows, including market knowledge, recent market movements, recent sales of similar properties and historical experience. There is an inevitable degree of judgement involved and the value can only be reliably tested ultimately in the market itself.

The cost of group's defined benefit pension plan is determined using actuarial valuations. The actuarial valuation involve making assumptions about discount rates, future salary increases. due to the complexity of the valuation, the underlying assumptions and the long-term nature of the plan, such estimates are subject to significant uncertainty.

Management reviews the useful lives, amortization and depreciation methods, residual values of the items of intangible and tangible fixed assets on a regular basis. During the year, the directors determined no significant changes in the useful lives and residual values. The carrying amounts of intangible and tangible fixed assets is disclosed in notes 11 and 12 respectively.

The average monthly number of persons (including directors) employed by the group and company during the period was:

Their aggregate remuneration comprised:

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

Valuation

Land and buildings owned by the group with a carrying amount of £222,388,821 were revalued by independent valuer not connected with the group and directors respectively.

The freehold land and buildings (including plant & machinery) were revalued at fair value on 15 October 2024 by Cushman & Wakefield PLC, an independent valuer not connected with the company. The valuation was based on an estimate of the maintainable level of trade and future profitability a component operator of a business conducted on the premises acting in efficient manner would expect to achieve. As with the property valued by reference to trading potential, valuation is vulnerable to external influences. and the introduction of competition. The trading valuation is inextricably linked to the performance of the national economy.

All other tangible fixed assets are stated at historical costs.

If land and buildings were measured using cost model, the carrying amounts would have been as follows:

Details of the company's subsidiaries at 30 April 2025 are as follows:

The registered office of all subsidiary entities is 36 Railway Approach, Station Road, Harrow, Middlesex, HA3 5AA.

The bank loans and overdrafts are secured by a fixed and floating charge over all the assets, which include all present and future freehold and leasehold property, book and other debt, chattels, goodwill and uncalled up capital, both present and future.

Interest on the loans is charged at commercial rates across the companies within the group. The loan is subject to repayments of interest only and is due to expire in 20 March 2030.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A deferred tax asset is not recognised in respect of capital losses of £1,143,071 and connected party capital losses of £1,263,800 as it is not probable that this will be recovered against the reversal of deferred tax liabilities or future taxable profits.

The deferred tax rate in the current year is 25%.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Cooperscroft Care Home Limited operates a defined benefit scheme for qualifying employees. Under the scheme the employees are entitled to retirement benefits based on a percentage of final salary on attainment of a retirement age of 65. No other post retirement benefits are provided.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 30 April 2025 by a Fellow of the Institute of Actuaries for and on behalf of Hymans Robertson LLP. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

Assumed life expectations on retirement at age 65:

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

Amounts recognised in the profit and loss account

Amounts taken to other comprehensive income

Movements in the present value of defined benefit obligations

The defined benefit obligations arise from plans which are wholly funded.

Movements in the fair value of plan assets

The actual return on plan assets was £184,000.

Fair value of plan assets at the reporting period end

On 11 October 2024 the company acquired 100 percent of the issued capital of TLC Care Group Limited and its subsidiaries.

Deferred consideration does not carry any interest (interest-free).

In calculating the goodwill arising on acquisition, the fair value of net assets of the entity have been assessed and adjustments from book value have been made where necessary.

The remuneration of key management personnel is as follows.

Included within other debtors are the following:

• an amount of £4,708,995 owned by The Fellows House Limited, controlled by the director, P Popat. The balance has arisen as a result of expenses and interest free loans made by the group on behalf of The Fellows House Limited.

• an amount of £6,179,466 owed by SPK Bushey Limited, controlled by the director, P Popat. in respect to expenses incurred, the loan is interest free and is repayable on demand.

• an amount of £3,688,600 owed by TLC (Radlett) Limited and £1,393,213 owed to London Inn Hotels (Stratford) Limited, which is under common control.